0001047469-03-027417 Sample Contracts

PUT OPTION AGREEMENT
Put Option Agreement • August 13th, 2003 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec

This Put Option Agreement, dated as of June 23, 2003 (this “Agreement”), is by and between Financial Security Assurance Inc., a New York domestic stock insurance corporation (“FSA”), and Sutton Capital Trust I (the “Trust”), a Delaware statutory trust.

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AMENDMENT NO. 5 TO THE CREDIT AGREEMENT
The Credit Agreement • August 13th, 2003 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec • New York

AMENDMENT NO. 5 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of April 25, 2003, among Financial Security Assurance Inc. (“FSA”), the additional borrowers party hereto (together with FSA, the “Borrowers”), various banks (the “Banks”), ABN AMRO Bank N.V. (“ABN”), The Bank of Nova Scotia (“Scotia”), Norddeutsche Landesbank Girozentrale, New York and/or Cayman Islands Branch (“NordLB”), KeyBank National Association (“KeyBank” and, together with ABN, Scotia and NordLB, the “New Banks”) and Deutsche Bank AG, New York Branch, as agent (the “Agent”). All capitalized terms defined in the hereinafter defined Credit Agreement shall have the same meaning when used herein unless otherwise defined herein.

FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 13th, 2003 • Financial Security Assurance Holdings LTD/Ny/ • Insurance carriers, nec • New York

This Note is one of the Notes referred to in the Second Amended And Restated Credit Agreement, dated as of April 30, 1999, among the Borrowers and the Banks from time to time party thereto (including the Bank), and Bayerische Landesbank, acting through its New York Branch, as Agent (as amended, modified and supplemented from time to time, the “Agreement”), and is entitled to the benefits thereof. This Note is secured by the Security Agreement (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the Expiry Date, in whole or in part.

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